Common use of Reallocation of Pro Rata Share to Reduce Fronting Exposure Clause in Contracts

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such Participating Revolving Credit Commitments.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C LC Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender under a Class of Revolving Credit Commitments to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment under such Class of that Non-Defaulting Lender minus (2) the sum of (A) the aggregate Outstanding Amount of the Loans Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately prior to giving effect to such applicable reallocation) of the LC Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately prior to giving effect to such applicable reallocation) of the Swing Line Loans, in each case, under such Class of Revolving Credit Commitments of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Non‑Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and or 2.04, the “Pro Rata Share” Share of each Non-Non‑ Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Non‑Defaulting Lender under a Revolving Credit Facility to acquire, refinance or fund participations in Letters of Credit and or Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Non‑Defaulting Lender under such Revolving Credit Facility minus (2) the sum of (A) the aggregate Outstanding Amount of the Loans Revolving Credit Loan, (B) the aggregate Outstanding Amount of the Pro Rata Share of the L/C Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share of the Swing Line Loans, in each case, under such Revolving Credit Facility of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.03, the “Pro Rata Share” Share of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender under as a result of such Participating Revolving Credit CommitmentsNon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation obligation, if any, of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each Non-non- Defaulting Lender’s Revolving Credit Loans and L/C Obligations Lender shall be computed without giving effect to the Participating Revolving maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or Event of (B) if a Default has occurred and is continuingthen exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving maximum aggregate amount of the Letter of Credit Commitment of that Non-non- Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans Letter of Credit Exposure of that Non-Defaulting Lender, provided further, that no Letter of Credit Exposure shall be allocated to any Lender under such Participating Revolving Credit Commitmentsthat is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Non- Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C LC Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender under a Class of Revolving Credit Commitments to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment under such Class of that Non-Defaulting Lender minus (2) the sum of (A) the aggregate Outstanding Amount of the Loans Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately prior to giving effect to such applicable reallocation) of the LC Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share or other applicable share provided under this Agreement (immediately prior to giving effect to such applicable reallocation) of the Swing Line Loans, in each case, under such Class of Revolving Credit Commitments of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Revolving Credit Loans and the L/C Obligations of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.4 or Swing Line in Swingline Loans pursuant to Sections 2.03 and 2.04Section 2.5(c), the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Percentage of each non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation obligations of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating Revolving Credit Commitmentsplus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (ithat(i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans Revolving Credit Exposure of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender under arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Participating Revolving Credit CommitmentsNon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the sum of (A) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsCommitments plus (B) such Non-Defaulting Lender’s Pro Rata Share of the Outstanding Amount of L/C Obligations and Swing Line Obligations at such time.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Swingline Loans pursuant to Sections 2.03 2.4 and 2.042.23, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans, LC Exposure and Swingline Loans and L/C Obligations shall automatically be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans of that Non-Defaulting Lender under such Participating and (ii) each reallocation shall be given effect only to the extent it does not cause the Revolving Credit Exposure of the applicable Lender to exceed its Revolving Credit Commitments.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and or 2.04, the “Pro Rata Share” Share of each Non-Non- Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender under a Revolving Credit Facility to acquire, refinance or fund participations in Letters of Credit and or Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsFacility minus (2) the sum of (A) the aggregate Outstanding Amount of the Revolving Credit Loan, (B) the aggregate Outstanding Amount of the Pro Rata Share of the L/C Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share of the Swing Line Loans, in each case, under such Revolving Credit Facility of that Revolving Credit Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.4 or Swing Line in Swingline Loans pursuant to Sections 2.03 and 2.04, Section 2.4(c) the “Pro Rata Share” pro rata share of each Nonnon-Defaulting Lender’s Revolving Lender of any such Letter of Credit Loans and L/C Obligations or Swingline Loan shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating plus the aggregate amount of that Lender’s Revolving Percentage of then outstanding Letters of Credit Commitmentsand Swingline Loans.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.03, the “Pro Rata Share” of each Non-Non- Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and , (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment then in effect of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount Revolving Credit Exposure of that Lender (immediately prior to giving effect to any reallocation) and (iii) each reallocation shall be given effect only to the extent it does not cause the Revolving Credit Exposure of the Loans of that Non-Defaulting applicable Lender under such Participating to exceed its Revolving Credit Commitments.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, Section 3.4 the “Pro Rata Share” pro rata share of each Nonnon-Defaulting Lender’s Revolving Lender of any such Letter of Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating plus the aggregate amount of that Lender’s Revolving Credit CommitmentsPercentage of then outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.4 or Swing Line in Swingline Loans pursuant to Sections 2.03 and 2.04Section 2.4(c), the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Percentage of each non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation obligations of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating Revolving Credit Commitmentsplus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Non- Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender under a given Class of Revolving Credit Commitments to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender under such Class minus (2) the sum of (A) the aggregate Outstanding Amount of the Loans Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share of the L/C Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share of the Swing Line Loans, in each case, under such Class of Revolving Credit Commitments of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.03 or Swing Line in Swingline Loans pursuant to Sections 2.03 and 2.04, Section 2.7(c) the “Pro Rata Share” pro rata share of each Nonnon-Defaulting Lender’s Revolving Lender of any such Letter of Credit Loans and L/C Obligations or Swingline Loan shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating plus the aggregate amount of that Lender’s Revolving Percentage of then outstanding Letters of Credit Commitments.and Swingline Loans

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender under arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Participating Revolving Credit CommitmentsNon-Defaulting Lender’s increased exposure following such reallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Non- Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender under a Revolving Credit Facility to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsFacility minus (2) the sum of (A) the aggregate Outstanding Amount of the Revolving Credit Loans, (B) the aggregate Outstanding Amount of the Pro Rata Share of the L/C Obligations and (C) the aggregate Outstanding Amount of the Pro Rata Share of the Swing Line Loans, in each case, under such Revolving Credit Facility of that Revolving Credit Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting LenderLender under any Revolving Credit Facility, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans Advances pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Nonnon-Defaulting Lender’s Lender under such Revolving Credit Loans and L/C Obligations Facility shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that provided, that, (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans Advances under such Revolving Credit Facility shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender under such Revolving Credit Facility minus (2) the aggregate Outstanding Amount of the Loans Advances of that Non-Defaulting Lender under such Participating Revolving Credit CommitmentsFacility.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” Share of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Non- LEGAL02/43062751v1 Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Lender. Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that ▇▇▇▇▇▇ having become a Defaulting Lender, including any claim of a Non-Defaulting Lender under as a result of such Participating Revolving Credit CommitmentsNon-Defaulting ▇▇▇▇▇▇’s increased exposure following such reallocation.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and Loans, L/C Obligations and Swing Line Loans shall automatically be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (ii) the aggregate obligation of each Non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Loans of that Non-Defaulting Lender under such Participating and (ii) each reallocation shall be given effect only to the extent it does not cause the Revolving Credit Exposure of the applicable Lender to exceed its Revolving Credit Commitments.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation obligation, if any, of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each Nonnon-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Lender shall be computed without giving effect to the Participating Revolving maximum aggregate amount of the obligation to participate in Letters of Credit Commitment of that Defaulting Lender; provided provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or Event of (B) if a Default has occurred and is continuingthen exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving maximum aggregate amount of the Letter of Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans Letter of Credit Exposure of that Non-Defaulting Lender, provided further, that no Letter of Credit Exposure shall be allocated to any Lender under such Participating Revolving Credit Commitmentsthat is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is an LC Lender that is a Defaulting Lender, for purposes of computing the amount of the obligation obligation, if any, of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04Section 2.13, the “Pro Rata Share” of each Nonnon-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Lender shall be computed without giving effect to the Participating Revolving maximum aggregate amount of the obligation to make Advances and participate in Letters of Credit Commitment of that Defaulting Lender; provided provided, that (i) each such reallocation shall be given effect only if, (A) at the date the applicable Lender becomes a Defaulting Lender, no Default exists or Event of (B) if a Default has occurred and is continuingthen exists, on a subsequent day that no Default exists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit maximum aggregate amount of the Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Loans Advances of that Non-Defaulting Lender; provided further, that no Letter of Credit Exposure shall be allocated to any Lender under such Participating Revolving Credit Commitmentsthat is not an LC Lender.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit pursuant to Section 3.4 or Swing Line in Swingline Loans pursuant to Sections 2.03 and 2.04Section 2.4(c), the “Pro Rata Share” of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Percentage of each non-Defaulting Lender of any such Letter of Credit and the Revolving Percentage of each non-Defaulting Lender of any such Swingline Loan, as the case may be, shall be computed without giving effect to the Participating Revolving Credit Commitment of that such Defaulting Lender; provided that (iA) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuing; and (iiB) the aggregate obligation obligations of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Swingline Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding amount of the Revolving Loans of that Non-Defaulting Lender under such Participating Revolving Credit Commitmentsplus the aggregate amount of that Lender’s L/C Percentage of then outstanding Letters of Credit.

Reallocation of Pro Rata Share to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, the Fronting Exposure shall be reallocated among the non-Defaulting Lenders in accordance with the Pro Rata Shares (computed without giving effect to the Commitment of that Defaulting Lender), and for purposes of computing the amount of the obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 2.10 and 2.042.13, the “Pro Rata Share” of each Nonnon-Defaulting Lender’s Revolving Credit Loans and L/C Obligations Lender shall be computed without giving effect to the Participating Revolving Credit Commitment of that Defaulting Lender; provided that provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default has occurred and is continuingexists; and (ii) the aggregate obligation of each Nonnon-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Participating Revolving Credit Commitment of that Nonnon-Defaulting Lender minus (2) the aggregate Outstanding Amount outstanding principal amount of the Loans of that Nonowed to such non-Defaulting Lender under such Participating Revolving Credit CommitmentsLender.